Non Disclosure And Non Use Agreement Template for Philippines

The Non Disclosure And Non Use Agreement is essential for business relationships in the Philippines where confidential information needs to be shared while maintaining its secrecy and controlling its use. This document is particularly crucial given the Philippines' growing technology and outsourcing sectors, where intellectual property protection is paramount. It combines both non-disclosure and non-use provisions to provide comprehensive protection, ensuring that confidential information is not only kept secret but also used solely for permitted purposes. The agreement must comply with Philippine legislation, including the Data Privacy Act of 2012 (RA 10173), the Intellectual Property Code (RA 8293), and the Civil Code, making it suitable for both domestic and international business relationships involving Philippine entities. It's commonly used in business negotiations, joint ventures, potential mergers and acquisitions, outsourcing arrangements, and technology transfers.

1. Parties: Identification of the disclosing party and receiving party, including full legal names and addresses

2. Background: Context of the agreement, purpose of sharing confidential information, and nature of the business relationship

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Affiliates', 'Representatives', and 'Permitted Purpose'

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and the extent of protection

5. Non-Use Obligations: Specific restrictions on the use of confidential information and limitation to the Permitted Purpose

6. Non-Disclosure Obligations: Obligations regarding the protection and non-disclosure of confidential information to third parties

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

8. Security Measures: Required procedures and safeguards for protecting confidential information

9. Return or Destruction: Requirements for returning or destroying confidential information upon request or termination

10. Term and Termination: Duration of the agreement and termination provisions

11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement